The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the Fiscals 2025, 2024 and 2023 and should be read in conjunction with "Restated Financial Information" on page 323.
This Draft Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Draft Red Herring
Prospectus. For further information, see "Forward-Looking Statements" on page 25. Also see "Risk Factors" and
" Significant Factors Affecting our Results of Operations and Financial Condition" on pages 38 and 439, respectively, for a discussion of certain factors that may affect our business, results of operations, financial condition or cash flows.
Our Companys financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see "Restated Financial Information" on page 323. Also see, "Definitions and Abbreviations" on page 6 for certain terms used in this section.
Our Company acquired Yes Systems Private Limited ("Yes Systems") pursuant to a share purchase agreement dated August 21, 2025 with effect from August 21, 2025 (the "Acquisition"). For further information, see "History and Certain Corporate Matters Details regarding material acquisition or divestment of business or undertakings" on page 291, The Proforma Financial Information has been included in this Draft Red Herring Prospectus to indicate the impact of the Acquisition on the results of operations and financial position had the Acquisition taken place (i) on March 31, 2025 for the purpose of unaudited proforma balance sheet as at March 31, 2025; and (ii) on April 1, 2024 for the purpose of unaudited proforma statement of profit and loss for the year ended March 31, 2025. For details, see "Risk Factors - The Proforma Financial Information included in this Draft Red Herring Prospectus is not indicative of our future financial condition, cash flows or results of operations" on page 48. Unless otherwise stated or the context otherwise requires, references in this section to "our Company", "the Company", "we", "us", or "our" are to Glass Wall Systems (India) Limited on a standalone basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Industry Report on Facade & Fenestration Market Outlook" dated September, 2025 (the "Ken Report") prepared and issued by Ken Research Private Limited, appointed by us pursuant to an engagement letter dated April 22, 2025 and exclusively commissioned and paid for by us to enable investors to understand the industry in which we operate in connection with the Offer. Unless otherwise indicated, financial, operational, industry and other related information derived from the Ken Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. A copy of the Ken Report is available on the website of our Company at www.glasswallsystems.in/investors-relation/. Further, the reference to "segments" in this section derived from the Ken Report refers to end-use sectors in accordance with the presentation, analysis and categorization in the Ken Report, and does not constitute segment classification under Ind AS 108 Operating Segments. Our segment reporting in our financial statements is based on the criteria set out in Ind AS 108 Operating Segments and we do not present such industry segments as operating segments. For further information, see "Risk Factors Certain sections of this Draft Red Herring Prospectus disclose information from the Ken Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks" on page 73. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation" on page 21.
Overview
For details in relation to our business, see "Our Business" on page 212.
Significant Factors Affecting our Results of Operations and Financial Condition
Revenue Mix Across Business Verticals
We operate across three principal business verticals: (i) domestic fa?ade solutions, (ii) international fa?ade products supply, and (iii) fenestration solutions. Each vertical has distinct characteristics in terms of margin profile, execution complexity, working capital intensity, and revenue recognition patterns.
Domestic fa?ade solutions are typically executed under EPC contracts and involve end-to-end services including design, engineering, manufacturing, supply, and installation. Revenue recognition in this vertical is based on the percentage of completion method under Ind AS 115 Revenue from Contracts with Customers, and is therefore sensitive to project execution timelines, site readiness, and client approvals. Delays in execution whether due to adverse weather, supply chain disruptions, or client-side delays can defer revenue recognition and impact profitability.
International fa?ade products supply involves design, engineering, and manufacturing of fa?ade systems for export, primarily to the United States and Australia. This vertical benefits from higher realisations, lower working capital requirements, and reduced execution risk, as it excludes on-site installation. However, it is exposed to foreign exchange fluctuations and international logistics risks.
Fenestration solutions offered through our Subsidiary, Yes Systems, cater to the premium residential sector in India. This vertical is margin-accretive but currently contributes a smaller portion of our revenue, with potential for scale-up.
The table below sets forth details of our revenue from our business verticals, including as a percentage of our revenue from operations, for the years indicated:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| Amount ( million) | Percentage of Revenue from Operations | Amount ( million) | Percentage of Revenue from Operations | Amount ( million) | Percentage of Revenue from Operations | |
| Domestic Fa?ade Solutions | 1,300.55 | 53.14% | 1,501.43 | 53.21% | 2,248.32 | 93.48% |
| International | 1,147.06 | 46.86% | 1,320.28 | 46.79% | 156.79 | 6.52% |
| Fa?ade Products Supply | ||||||
| Revenue from operations | 2,447.61 | 100.00% | 2,821.71 | 100.00% | 2,405.11 | 100.00% |
Note:
We commenced our fenestration business following our acquisition of Yes Systems with effect from August 21, 2025. Accordingly, we did not generate any revenues from such business in the last three Fiscals. Further, Yes Systems generated revenue from operations of 338.07 million from domestic fenestration solutions in Fiscal 2025.
The relative contribution of each vertical to our revenue mix varies across periods and influences our overall margin profile, working capital cycle, and cash flows.
Cost of Raw Materials and Supply Chain Dependencies
Raw materials constitute a significant portion of our cost of goods sold, with aluminium extrusions, performance glass, silicone, and fasteners being key inputs. The table below sets forth details of cost of raw materials and components consumed by us, including as a percentage of our revenue from operations, for the years indicated:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Cost of raw materials and components consumed ( million) (A) | 1,181.21 | 1,469.94 | 1,481.44 |
| Revenue from operations ( million) (B) | 2,447.61 | 2,821.71 | 2,405.11 |
| Cost of raw materials and components consumed as a percentage of revenue from operations (%) (C=A/B) | 48.26% | 52.09% | 61.60% |
Our procurement is exposed to several risks:
Price volatility: Aluminium and glass prices are influenced by global commodity trends, energy costs, and geopolitical factors. We do not have long-term fixed-price contracts with most suppliers, which exposes us to fluctuations.
Supplier concentration: A substantial portion of our purchases are from a limited number of suppliers. In Fiscal 2025, 2024, and 2023, our top 10 suppliers accounted for 68.96%, 66.12% and 66.17% of our total cost of raw materials and components, respectively.
Import exposure: We import certain materials, including performance glass and silicone, from countries such as the UAE and China. This exposes us to foreign exchange risk, customs regulations, and potential supply chain disruptions.
Third-party processing: We rely on external vendors for processes such as powder coating and glass processing. Any failure by these vendors to meet quality or delivery standards may impact our project timelines and margins.
While we are undertaking backward integration initiatives to mitigate these risks including setting up in-house glass processing unit our results remain sensitive to raw material pricing and supply chain reliability.
Client Concentration
Our revenue is significantly concentrated among a few key clients. In Fiscal 2025, 2024 and 2023, our top 10 clients contributed 84.29%, 93.79% and 91.97% of our revenue from operations, respectively. While we have long-standing relationships with marquee developers and contractors, including Bagmane, K Raheja, and Prestige, any loss of a major client or reduction in order volumes could materially impact our financial performance. Our client relationships are built on our execution track record, design and engineering capabilities, and ability to deliver complex fa?ade and fenestration solutions within stipulated timelines and quality benchmarks.
Our client concentration presents several risks including:
Revenue Volatility: Any reduction in order volumes, delays in project execution, or changes in procurement strategy by one or more of our key clients could materially impact our revenue and profitability in a given period.
Credit Risk: Defaults or delays in payments by a major client, or deterioration in their financial condition, could adversely affect our cash flows and necessitate provisioning for doubtful debts.
Strategic Vulnerability: Our clients may choose to diversify their vendor base, adopt alternative fa?ade technologies, or engage competitors offering integrated or lower-cost solutions. In such cases, we may lose market share or face pricing pressure.
Geographic and Segment Exposure: Our international fa?ade products supply business is also concentrated among a few overseas clients. For instance, in Fiscal 2025, Reflection Walls + Window and its affiliate Winpro together contributed 99.86% of our revenue from the United States.
We are actively pursuing diversification strategies, including expanding our client base in international markets, scaling our fenestration business, and targeting new sectors such as institutional and hospitality projects. However, the success of these initiatives remains subject to market dynamics and execution risks.
Integration and Performance of Yes Systems
In Fiscal 2025, we acquired Yes Systems Private Limited to expand our presence in the premium fenestration sector.
Yes Systems operates under the brand ‘ORIA and offers custom-designed luxury windows, doors, skylights, and partition systems. It has partnerships with international brands such as LIBART and OIKOS.
The table below sets forth certain proforma financial information as of/for the year ended March 31, 2025:
| Particulars | As of / For the Year Ended March 31, 2025 |
| Proforma Revenue from operations ( million) | 2,785.68 |
| Proforma Other income ( million) | 95.67 |
| Proforma Total income ( million) | 2,881.35 |
| Proforma Non-current borrowings ( million) | 67.29 |
| Proforma Current Borrowings ( million) | 17.35 |
| Proforma Total equity ( million) | 1,758.03 |
| Proforma EBITDA(1) ( million) | 732.53 |
| Proforma EBITDA Margin(2) (%) | 26.30% |
| Proforma Profit before tax ( million) | 756.05 |
| Proforma Profit for the year ( million) | 575.12 |
| Proforma PAT Margin(3) (%) | 20.65% |
| Proforma Return on Capital Employed ("Proforma ROCE") (4) (%) | 43.05% |
| Proforma Adjusted ROCE(5) (%) | 65.66% |
| Proforma Net Debt to Total Equity Ratio(6) (times) | (0.39) |
| Proforma Debt to Total Equity Ratio(7) (times) | 0.05 |
Notes:
(1) Proforma EBITDA is calculated as proforma profit for the year plus proforma total tax expense, proforma depreciation and amortisation expense, proforma finance costs less proforma other income.
(2) Proforma EBITDA Margin (%) is calculated as Proforma EBITDA divided by proforma revenue from operations, expressed as a percentage.
(3) Proforma PAT Margin (%) is calculated as proforma profit for the year divided by proforma revenue from operations, expressed as a percentage.
(4) Proforma ROCE (%) is calculated as proforma EBIT divided by proforma capital employed, expressed as a percentage. Proforma EBIT is calculated as the sum of proforma profit for the year plus proforma total tax expense and proforma finance costs. Proforma capital employed is sum of proforma total equity, proforma non-current borrowings and proforma current borrowings minus proforma intangible assets.
(5) Proforma adjusted ROCE (%) is calculated as proforma adjusted EBIT divided by proforma adjusted capital employed, expressed as a percentage. Proforma adjusted EBIT is calculated as the sum of proforma profit for the year plus proforma total tax expense and proforma finance costs less proforma other income. Proforma adjusted capital employed is proforma capital employed less proforma cash and cash equivalents and proforma bank balances other than cash and cash equivalents.
(6) Proforma Net Debt to Total Equity Ratio is calculated as proforma Net Debt divided by proforma total equity. Proforma Net Debt is sum of proforma non-current borrowings and proforma current borrowings less proforma cash and cash equivalents and proforma bank balances other than cash and cash equivalents.
(7) Proforma Debt to Total Equity Ratio is calculated as sum of proforma non-current borrowings and proforma current borrowings divided by proforma total equity.
The successful integration of Yes Systems into our operations is critical to realising synergies and enhancing our margin profile. Key factors influencing its performance include ability to scale operations and expand market share in the luxury residential sector; execution of high-margin projects with minimal defects and delays; retention of key personnel and design capabilities; alignment of operational processes and financial controls with our Company. Any challenges in integration or underperformance of Yes Systems may affect our consolidated results and delay our strategic objectives in the fenestration vertical.
Macroeconomic and Industry Trends
Our business is closely linked to the real estate and construction sectors, both in India and overseas. Demand for fa?ade and fenestration solutions is influenced by:
Urbanisation and infrastructure development;
Real estate investment cycles and regulatory policies;
Sustainability mandates and energy-efficiency norms;
Architectural complexity and premiumisation trends.
In India, the facade market grew at a CAGR of 14.4% from Fiscal 2020 to Fiscal 2025 and is projected to reach 136 billion by Fiscal 2030. The fenestration market is expected to grow at a CAGR of 12.5% over the same period. Internationally, demand is driven by stringent building codes, green tax incentives, and rising adoption of integrated envelope systems. (Source: Ken Report)
Any slowdown in construction activity, changes in government policies, or adverse macroeconomic developments such as inflation, interest rate hikes, or geopolitical tensions may impact project pipelines, client budgets, and our revenue visibility.
Preparation of Restated Financial Information
The restated summary statements comprise the restated summary statement of assets and liabilities of our Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated summary statements of profits and losses (including other comprehensive income), the restated summary statement of cash flows and the restated summary statements of changes in equity, the summary statement of material accounting policies and other explanatory information for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
The Restated Financial Information have been compiled by the management of our Company from:
Audited financial statements of the Company as at and for the year ended March 31, 2025, prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on August 5, 2025.
Audited special purpose financial statements of the Company as at and for the years ended March 31, 2024 and March 31, 2023 prepared in accordance with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, which have been approved by the Board of Directors at their meeting held on August 5, 2025.
Summary of Material Accounting Policies
Current versus non-current classification
Our Company has identified twelve months as its operating cycle. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
Our Company presents assets and liabilities in the balance sheet based on current / non-current classification. An asset is treated as current when it is:
Expected to be realised or intended to be sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
All liability is current when:
It is expected to be settled in normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
Our Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Revenue recognition
Revenue from contracts with customers is recognised when a performance obligation is satisfied by transfer of promised goods or services to a customer.
For performance obligation satisfied over time, the revenue recognition is done using input method by measuring the progress towards complete satisfaction of performance obligation. The progress is measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation as it best depicts the transfer of control that occurs as costs are incurred.
Our Company transfers control of a good or service over time and therefore satisfies a performance obligation and recognises revenue over a period of time if one of the following criteria is met:
the customer simultaneously consumes the benefit of our Companys performance or
the customer controls the asset as it is being created/ enhanced by our Companys performance or
there is no alternative use of the asset and our Company has either explicit or implicit right of payment considering legal precedents,
In all other cases, performance obligation is considered as satisfied at a point in time.
The revenue is recognised to the extent of transaction price allocated to the performance obligation satisfied.
Transaction price is the amount of consideration to which our Company expects to be entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of a third party. Our Company includes variable consideration as part of transaction price when there is a basis to reasonably estimate the amount of the variable consideration and when it is probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated using the expected value method or most likely amount as appropriate in a given circumstance. Payment terms agreed with a customer are as per business practice and the financing component, if significant, is separated from the transaction price and accounted as interest income.
Revenue from construction/project related activity is recognised as follows
Contract revenue is recognised over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is recognised at allocable transaction price which represents the cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to-date, to the total estimated contract costs. Projects which are completed less than 10% of the total estimated project cost, revenue is recognised to the extent of actual cost incurred. Determination of revenues under the percentage of completion method necessarily involves making estimates by the management.
Generally, our Company receives mobilisation advances from its customers. Using the practical expedient in Ind AS 115 Revenue from Contracts with Customers, our Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.
Contract balances and trade receivables
For contracts where the aggregate of contract cost incurred to date plus recognised profits (or minus recognised losses as the case may be) exceeds the progress billing, the surplus is shown as contract asset and termed as "Unbilled revenue". For contracts where progress billing exceeds the aggregate of contract costs incurred to-date plus recognised profits (or minus recognised losses, as the case may be), the surplus is shown as contract liability and termed as "Billing in Excess of Contract Revenue". Amounts received before the related work is performed are disclosed in the
Balance Sheet as contract liability and and termed as "Advances from customer". The amounts billed on customer for work performed and are unconditionally due for payment i.e. only passage of time is required before payment falls due, are disclosed in the Balance Sheet as trade receivables. The amount of retention money held by the customers pending completion of performance milestone is disclosed as part of contract asset and is reclassified as trade receivables when it becomes due for payment.
Impairment loss (termed as provision for foreseeable losses in the financial statements) is recognised in profit or loss to the extent the carrying amount of the contract asset exceeds the remaining amount of consideration that our Company expects to receive towards remaining performance obligations (after deducting the costs that relate directly to fulfil such remaining performance obligations). Our Company recognises impairment loss (termed as provision for expected credit loss in the financial statements) on account of credit risk in respect of a contract asset using expected credit loss model on similar basis as applicable to trade receivables.
Other operating revenue
Other operational revenue represents income earned from the activities incidental to the business and is recognised when the performance obligation is satisfied and right to receive the income is established.
Export incentives
Export incentives receivable in the form of duty credit scrips is recognised as other income in the Statement of Profit and Loss in the period in which the export is done or the application is made to the government authorities and to the extent there is no uncertainty towards its receipt.
Scrap sales
Our Company recognises income from scrap sales on accrual basis. However, where the ultimate collection of the same is uncertain, revenue recognition is postponed to the extent of uncertainty.
Interest income
Interest income on financial asset is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of the financial asset. When calculating the effective interest rate, our Company estimates the expected cash flows by considering all the contractual terms of the financial instruments.
Dividends
Dividend is recognised when our Companys right to receive the payment is established, which is generally when shareholders approve the dividend
Other items
Other items of income are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow to our Company and the amount of income can be measured reliably.
Property, plant and equipment ("PPE")
PPE is recognised when it is probable that future economic benefits associated with the item will flow to our Company and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and cumulative impairment, if any. All directly attributable costs related to the acquisition of PPE and borrowing costs in case of qualifying assets are capitalised in accordance with our Companys accounting policy.
For transition to Ind AS, our Company has elected to adopt as deemed cost, the carrying value of PPE measured as per previous GAAP less accumulated depreciation and cumulative impairment on the transition date of April 1, 2023.
Self constructed asset is capitalised at cost including an appropriate share of overheads. Administrative and other general overhead expenses that are specifically attributable to construction or acquisition of PPE or bringing the PPE to working condition are allocated and capitalised as a part of the cost of the PPE.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to our Company and the cost of the item can be measured reliably. All other repairs and maintenance cost are charged to the Statement of Profit and Loss during the period in which they are incurred.
Property, plant and equipment which are not ready for intended use as on the date of Balance Sheet are disclosed as
"Capital work-in-progress". Capital work-in-progress is stated at cost.
PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition is recognised in the Statement of Profit and Loss in the same period.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under "Other Non-Current Assets".
Depreciation
Depreciation on property, plant and equipment except building is calculated on a written down value basis using the rates arrived at based on the useful lives estimated by the management. For Building depreciation is calculated on straight line basis using the rates arrived at based on the useful lives estimated by the management.
Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis.
Depreciation on additions to/deductions from, owned assets is calculated pro-rata to the period of use.
Our Company has used the following rates to provide depreciation on its property, plant and equipment.
| Assets | Useful lives estimated by the management (years) |
| Buildings | 60 |
| Factory Buildings | 10 to 30 |
| Plant and Equipments | 5 to 25 |
| Furniture and Fixtures | 3 to 10 |
| Electrical Fittings | 10 |
| Office Equipments - Computers | 3 |
| Office Equipments - Others | 3 to 5 |
| Vehicles | 8 to 10 |
Based on technical estimates, the useful lives of certain Plant & Equipments and Furniture & Fixtures are lower than those indicated in Schedule II to Companies Act, 2013. The Management believes that these estimated useful lives are realistic and reflects fair approximation over period which the assets are likely to be used.
| Assets | Useful lives estimated by the management (years) |
| Plant and Equipments | 5 to 10 |
| Furniture and Fixtures | 3 to 5 |
Leasehold land is amortized on a straight line basis over the period of lease i.e. 90 to 95 years.
Investment properties
Properties held to earn rentals and/or capital appreciation are classified as investment property.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. For transition to Ind AS, our Company has elected to adopt as deemed cost, the carrying value of investment property as per previous GAAP less accumulated depreciation and cumulative impairment as on the transition date of April 1, 2023.
The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment properties are required to be replaced at intervals, our Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.
Our Company depreciates building component of investment property over 60 years from the date of original purchase.
Though our Company measures investment properties using cost-based measurement, the fair value of investment properties are disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer.
Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. In determining the amount of consideration from the derecognition of investment properties our Company considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the buyer (if any).
Transfers are made to (or from) investment properties only when there is a change in use. Transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property transferred and they do not change the cost of that property for measurement or disclosure purposes.
Advances paid towards the acquisition of Investment properties outstanding at each balance sheet date is classified as
Advance for property under "Other Non-Current Assets".
Intangible Assets
Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to our Company and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. All directly attributable costs and other administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets.
Intangible assets not ready for the intended use on the date of the Balance Sheet are disclosed as "Intangible assets under development".
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, the intangible assets have finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses, if any. Amortisation is computed using the Straight line method over the expected useful life of intangible assets.
Intangible assets acquired separately are amortised on straight-line basis over the estimated useful life not exceeding 5 years. The method of amortisation and useful life are reviewed at the end of each financial year with the effect of any changes in the estimate being accounted for on a prospective basis.
Impairment of assets
As at the end of each financial year, the carrying amounts of PPE, investment property and intangible assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, PPE, investment property and intangible assets are tested for impairment so as to determine the impairment loss, if any.
Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined:
in the case of an individual asset, at the higher of the fair value less costs of disposal and the value-in-use; and
in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating units fair value less costs of disposal and the value-in-use.
(The amount of value-in-use is determined as the present value of estimated future cash flows from the continuing use of an asset, which may vary based on the future performance of our Company and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of our Company suitably adjusted for risks specified to the estimated cash flows of the asset).
If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount.
When an impairment loss recognised earlier is subject to full or partial reversal, the carrying amount of the asset (or cash generating unit), except impairment loss allocated to goodwill, is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognised immediately in the Statement of Profit and Loss.
Employee Benefits
Defined contribution plans
In accordance with Indian Law, eligible employees receive benefits from Provident Fund, Employee State Insurance Scheme and Labour welfare fund which is defined contribution plan. In case of Provident fund, both the employee and employer make monthly contributions to the plan, which is administrated by the Government authorities, each equal to the specific percentage of employees basic salary. Our Company has no further obligation under the plan beyond its monthly contributions. Obligation for contributions to the plan is recognised as an employee benefit expense in the Statement of Profit and Loss when incurred.
Defined benefit plans (Gratuity)
In accordance with applicable Indian Law, our Company provides for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lumsump payment to vested employees, at retirement or termination of employment, and amount based on respective last drawn salary and the years of employment with our Company. Our Companys net obligation in respect of the Gratuity Plan is calculated by estimating the amount of future benefits that the employees have earned in return of their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service cost and the fair value of plan assets are deducted. The discount rate is yield at reporting date on risk free government bonds that have maturity dates approximating the terms of our Companys obligation. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to our Company, the recognised asset is limited to the total of any unrecognised past service cost and the present value of the economic benefits available in the form of any future refunds from the plan or reduction in future contribution to the plan.
Our Company recognises all remeasurements of net defined benefit liability/asset directly in other comprehensive income and presented within equity.
Compensated absences
Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year are treated as short term employee benefits. Our Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated as on the reporting date. Our Company presents the entire compensated absences as a short term provisions, since employee has an unconditional right to avail the leave at any time during the year.
Short term benefits
Employee benefits such as salaries, wages, short-term compensated absences, bonus, ex-gratia and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the service.
Leases
Our Company assesses at contract inception whether a contract contains a lease.
As a Lessee
Assets taken on lease are accounted as right-of-use assets and the corresponding lease liability is recognised at the lease commencement date.
Initially the right-of-use asset is measured at cost which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, as reduced by any lease incentives received.
The lease liability is initially measured at the present value of the lease payments, discounted using our Companys incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, or a change in the estimate of the guaranteed residual value, or a change in the assessment of purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The right-of-use asset is measured by applying cost model i.e. right-of-use asset at cost less accumulated depreciation and cumulative impairment, if any. The right-of-use asset is depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset whichever is earlier.
Lease payments associated with following leases are recognised as expense on straight-line basis:
Low value leases up to 0.3 million; and
Leases which are short-term of 12 months or less
As a Lessor
Assets given on lease are classified either as operating lease or as finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Asset held under finance lease is initially recognised in balance sheet and presented as a receivable at an amount equal to the net investment in the lease. Finance income is recognised over the lease term, based on a pattern reflecting a constant periodic rate of return on Companys net investment in the lease. A lease which is not classified as a finance lease is an operating lease.
Our Company recognises lease payments in case of assets given on operating leases as income on a straight-line basis. Our Company presents underlying assets subject to operating lease in its balance sheet under the respective class of asset.
Financial instruments
Financial assets and/or financial liabilities are recognised when our Company becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at fair value except for trade receivables not containing a significant financing component are initially measured at transaction price. Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from as the case may be, the fair value of such financial assets or liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised in profit or loss.
A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously.
Financial assets:
A. All recognised financial assets are subsequently measured in their entirety either at amortised cost or at fair value as follows:
Investments in debt instruments that are designated as fair value through profit or loss (FVTPL) - at fair value. Debt instruments at FVTPL is a residual category for debt instruments, if any, and all changes are recognised in profit or loss.
Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost (unless the same designated as fair value through profit or loss):
The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investment in debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income FVTOCI (unless the same are designated as fair value through profit or loss)
The asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and
The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investment in equity instruments issued by subsidiary, associate and joint venture companies are measured at cost less impairment.
Investments in equity instruments issued by other than subsidiaries are classified as at FVTPL, unless the related instruments are not held for trading and our Company irrevocably elects on initial recognition to present subsequent changes in fair value in Other Comprehensive Income.
Trade receivables, security deposits, cash and cash equivalents, employee and other advances at amortised cost.
B. For financial assets that are measured at FVTOCI, income by way of interest and dividend, provision for impairment and exchange difference, if any, (on debt instrument) are recognised in profit or loss and changes in fair value (other than on account of above income or expense) are recognised in other comprehensive income and accumulated in other equity. On disposal of debt instruments at FVTOCI, the cumulative gain or loss previously accumulated in other equity is reclassified to profit or loss. In case of equity instruments at FVTOCI, such cumulative gain or loss is not reclassified to profit or loss on disposal of investments.
C. A financial asset is primarily derecognised when:
the right to receive cash flows from the asset has expired, or
our Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and (a) our Company has transferred substantially all the risks and rewards of the asset, or (b) our Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount at the date of derecognition and the consideration received is recognised in profit or loss.
D. Impairment of financial assets: Impairment loss on trade receivables is recognised using expected credit loss model, which involves use of a simplified provision matrix approach constructed on the basis of historical credit loss experience as permitted under Ind AS 109 and is adjusted for forward looking information. Impairment loss on investments is recognised when the carrying amount exceeds its recoverable amount. For all other financial assets, expected credit losses are recognised based on the difference between the contractual cash flows and all the expected cash flows, discounted at the original effective interest rate. ECLs are measured at an amount equal to 12-month expected credit losses or at an amount equal to lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
Financial liabilities
A. Financial liabilities, including derivatives and embedded derivatives, which are designated for measurement at
FVTPL are subsequently measured at fair value. Financial guarantee contracts are subsequently measured at the amount of impairment loss allowance or the amount recognised at inception net of cumulative amortisation, whichever is higher. All other financial liabilities including loans and borrowings are measured at amortised cost using Effective Interest Rate (EIR) method.
B. A financial liability is derecognised when the related obligation expires or is discharged or cancelled.
Our Company designates certain hedging instruments, such as derivatives, embedded derivatives and in respect of foreign currency risk, certain non-derivatives, as either fair value hedges, cash flow hedges or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted as cash flow hedges.
A. Fair value hedges: Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date.
B. Cash flow hedges: In case of transaction related hedges, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in equity as ‘hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity relating to the effective portion, are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same head as the hedged item. The effective portion of the hedge is determined at the lower of the cumulative gain or loss on the hedging instrument from inception of the hedge and the cumulative change in the fair value of the hedged item from the inception of the hedge and the remaining gain or loss on the hedging instrument is treated as ineffective portion.
In case of time period related hedges, the premium element and the spot element of a forward contract is separated and only the change in the value of the spot element of the forward contract is designated as the hedging instrument. Similarly, wherever applicable, the foreign currency basis spread is separated from the financial instrument and is excluded from the designation of that financial instrument as the hedging instrument in case of time period related hedges. The changes in the fair value of the premium element of the forward contract or the foreign currency basis spread of the financial instrument is accumulated in a separate component of equity as "cost of hedging reserve". The changes in the fair value of such premium element or foreign currency basis spread are reclassified to profit or loss as a reclassification adjustment on a straight-line basis over the period of the forward contract or the financial instrument.
The cash flow hedges are allocated to the forecast transactions on gross exposure basis. Where the hedged forecast transaction results in the recognition of a non-financial asset, such gains/losses are transferred from hedge reserve (but not as reclassification adjustment) and included in the initial measurement cost of the non-financial asset.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised in profit or loss.
Compound financial instruments issued by our Company which can be converted into fixed number of equity shares at the option of the holders irrespective of changes in the fair value of the instrument are accounted by recognising the liability and the equity components separately. The liability component is initially recognised at the fair value of a comparable liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The directly attributable transaction costs are allocated to the liability and the equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently.
Inventories
Raw materials are valued at lower of cost and net realizable value. Cost is determined using weighted average cost basis. Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.
Cash and bank balances
Cash and bank balances include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restrictions on repatriation. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents.
Cash and cash equivalent in the balance sheet comprises of cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of our Companys cash management.
Foreign currencies
The functional currency and presentation currency of our Company is Indian Rupee.
Transactions in foreign currencies are initially recorded by our Company at their functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in the statement of profit and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
Segment information
Geographical segment are reported in manner consistent with the internal reporting provided to the Chief Operating Decision Maker.
The Board of Directors of our Company has been identified as the Chief Operating Decision Maker which reviews and assesses the financial performance and makes the strategic decisions.
Taxes on income
Tax expense comprises current tax expense and deferred tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where our Company operates and generates taxable income.
Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. Our Company reflects the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred tax is provided using the balance sheet approach on temporary differences between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Our Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity which intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:
When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable;
When receivables and payables are stated with the amount of tax included.
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current/non-current assets/ liabilities in the balance sheet.
Provisions, contingent liabilities and contingent asset
Provisions are recognised only when:
our Company has a present obligation (legal or constructive) as a result of a past event; and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received.
Contingent liability is disclosed in case of:
a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation arising from past events where: it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability.
Contingent assets are disclosed where an inflow of economic benefits is probable.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision.
Commitments
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
estimated amount of contracts remaining to be executed on capital account and not provided for; uncalled liability on shares and other investments partly paid;
other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.
Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
Assets held for sale
Non-current assets or disposal groups comprising of assets and liabilities are classified as ‘held for sale when all of the following criterias are met:
Decision has been made to sell.
The assets are available for immediate sale in its present condition.
The assets are being actively marketed and
Sale has been agreed or is expected to be concluded within 12 months of the Balance Sheet date.
These are measured at the lower of their carrying amount and fair value less costs to sale. Costs to sell are the incremental costs directly attributable to the disposal of assets (disposal group), excluding finance cost and income tax expenses.
Statement of cash flows
Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method, adjusting the profit before tax excluding exceptional items for the effects of:
changes during the period in inventories and operating receivables and payables;
non-cash items such as depreciation, provisions, unrealised foreign currency gains and losses; and all other items for which the cash effects are investing or financing cash flows.
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as at the date of Balance Sheet.
Earnings per share
Basic earnings per share is computed using the net profit or loss after tax and weighted average number of shares outstanding during the year.
Diluted earnings per share is computed using the net profit or loss after tax and weighted average number of equity and potential equity shares outstanding during the year, except where the result would be anti-dilutive.
Government Grant
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
Significant accounting judgements, estimates and assumptions
The preparation of our Companys financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Other disclosures relating to our Companys exposure to risks and uncertainties includes:
Capital management
Financial risk management objectives and policies
Sensitivity analyses disclosures
Useful lives of property, plant and equipment
Management reviews the useful lives of property, plant and equipment at least once a year. Such lives are dependent upon an assessment of both the technical lives of the assets, and also their likely economic lives based on various internal and external factors including relative efficiency, the operating conditions of the asset, anticipated technological changes, historical trend of plant load factor, historical planned and scheduled maintenance. This reassessment may result in change in depreciation and amortisation expected in future periods. It is possible that the estimates made based on existing experience are different from the actual outcomes and could cause a material adjustment to the carrying amount of property, plant and equipment. For the relative size of our Companys property, plant and equipment.
Provisions and Contingencies
Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past events that can reasonably be estimated. The timing of recognition requires application of judgement to existing facts and circumstances which may be subject to change. In the normal course of business, contingent liabilities may arise from litigation and other claims against our Company. Potential liabilities that are possible but not probable of an outflow of resources embodying economic benefits are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised.
Income Taxes
Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. In assessing the realisability of deferred tax assets arising from unused tax credits, the management considers convincing evidence about availability of sufficient taxable income against which such unused tax credits can be utilised. The amount of the deferred income tax assets considered realisable, however, could change if estimates of future taxable income changes in the future.
Defined benefit plans
The cost of defined benefit gratuity plan and other post-employment benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.
Expected credit loss
The measurement of expected credit loss on financial assets is based on the evaluation of collectability and the managements judgement considering external and internal sources of information. A considerable amount of judgement is required in assessing the ultimate realisation of the loans / receivables having regard to, the past collection history of each party and ongoing dealings with these parties, and assessment of their ability to pay the debt on designated dates.
Cost to complete
Revenue from construction contracts is recognised based on the stage of completion determined with reference to the actual costs incurred up to reporting date on the construction contract and the estimated cost to complete the project. The percentage-of -completion method places considerable importance on accurate estimates to the extent of progress towards completion and may involve estimates on the scope of deliveries and services required for fulfilling the contractually defined obligations. These significant estimates include total contract costs, total contract revenues, contract risks, including technical, political and regulatory risks, and other judgments. Our Company re-assesses these estimates on periodic basis and makes appropriate revisions accordingly.
DLP estimation
Defect Liability Period ("DLP") is a specified period after the completion of a construction project during which the contractor is responsible for rectifying any defects or faults that may arise. Although DLP is project specific, it is generally varying from 12 months to 24 months depending on the contractual condition. During the DLP, the contractor carries out repairs and fix any defects from his own cost which appear in the workmanship, so that, at the end of the DLP, all works are as per specifications of the contract. Accordingly, our Company makes provision of 1% of the revenue recognised from the construction contracts during the reporting period.
Changes in Accounting Policies
There have been no changes in our accounting policies during Fiscals 2025, 2024 and 2023.
Principal Components of Income and Expenditure
Total income
Total income comprises revenue from operations and other income.
Revenue from operations
Revenue from operations comprise (i) contract revenue (which includes construction contracts); and (ii) other operating revenue (which includes (a) scrap sales; (b) duty drawback and rebate received; and (c) job work service).
Other income
Other income includes (i) interest income on: (a) fixed deposits; and (b) income tax refund/others; (ii) liabilities no longer required to be written back; (iii) bad debts earlier written off now written back; (iv) profit on sale of property, plant and equipment (v) profit on sale of investment property; (v) rental income; (vi) exchange difference (net); and (vii) dividend from non-current investment.
Expenses
Total expenses comprise (i) cost of raw materials and components consumed; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortization expense; and (v) other expenses.
Cost of raw materials and components consumed
Cost of materials consumed consists of costs for raw materials such as aluminium extrusions, performance glass units, silicone and other hardware items and packing materials such as wooden crates and steelages.
Employee benefits expense
Employee benefits expense comprises (i) salaries, wages and bonus; (ii) contribution to provident and other funds; (iii) gratuity expenses; and (iv) staff welfare expenses.
Finance costs
Finance costs primarily comprises (i) interest on (a) cash credit; (b) term loan; and (c) others; (ii) unwinding interest on (a) dividend liability; and (b) lease liability; (iii) bank and other financial charges; and (iv) loan processing charges.
Depreciation and amortisation expense
Depreciation and amortization expense include (i) depreciation on (a) property, plant and equipment; (b) right-of-use assets; and (c) investment properties; and (ii) amortization of intangible assets.
Other expenses
Other expenses include (i) sub contracting charges; (ii) legal and professional fees; (iii) freight and forwarding charges; (iv) rent; (v) scaffolding and other hire charges; (vi) rates and taxes; (vii) travelling and conveyance; (viii) payment to auditor; (ix) repairs and maintenance expenses: (a) plant and machinery; (b) buildings; and (c) others.; (x) selling and distribution expenses; (xi) power and fuel; (xii) exchange difference (net); (xiii) communication cost; (xiv) printing and stationery; (xv) insurance; (xvi) loss on discard of property, plant and equipment; (xvii) impairment loss on value of investment;; (xviii) loss on sale of investment properties (net); (xix) loss on commodity trading; (xx) allowance/(reversal of allowance) for expected credit loss; (xxi) (reversal of allowance) for unbilled revenue; (xxii) impairment for doubtful receivables; (xxiii) (reversal of provision)/provision for defect liability period; (xxiv) bad debts written off; and (xxv) miscellaneous expenses.
Reconciliation of Non-GAAP Measures
In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures disclosed in the financial statements prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures.
EBITDA, EBITDA Margin, PAT Margin, Adjusted PAT, Adjusted PAT Margin, Return on Equity, Return on Capital Employed, Adjusted Return on Capital Employed, Debt to Total Equity Ratio, Net Debt to Total Equity Ratio and Gross Fixed Asset Turnover Ratio ("Non-GAAP Measures") presented in this Draft Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or U.S.GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our
Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance. For more information, see "Risk Factors - We have included in this Draft Red Herring Prospectus certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry, and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies." on page 74.
Non-GAAP Information on Restated Basis
Reconciliation of restated profit for the year to EBITDA and EBITDA Margin
The table below reconciles restated profit for the year to EBITDA and EBITDA Margin:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| ( million, unless otherwise stated) | |||
| Restated profit for the year (A) | 438.09 | 119.53 | 161.11 |
| Total Tax expenses (B) | 151.20 | 94.69 | (140.71) |
| Exceptional items (C) | - | 161.89 | - |
| Depreciation and amortisation expense (D) | 30.74 | 30.17 | 30.19 |
| Finance costs (E) | 30.21 | 84.05 | 84.62 |
| Other income (F) | 69.38 | 58.48 | 16.66 |
| EBITDA (G= A+B+C+D+E-F) | 580.86 | 431.85 | 118.55 |
| Revenue from operations (H) | 2,447.61 | 2,821.71 | 2,405.11 |
| EBITDA Margin (%) (I= G/H) | 23.73% | 15.30% | 4.93% |
Reconciliation of PAT Margin
The table below reconciles restated profit for the year to PAT Margin:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| ( million, unless otherwise stated) | |||
| Restated profit for the year (A) | 438.09 | 119.53 | 161.11 |
| Revenue from operations (B) | 2,447.61 | 2,821.71 | 2,405.11 |
| PAT Margin (%) (C=A/B) | 17.90% | 4.24% | 6.70% |
Reconciliation of Adjusted PAT and Adjusted PAT Margin
The table below reconciles restated profit for the year to adjusted PAT and adjusted PAT Margin:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| ( million, unless otherwise stated) | |||
| Restated profit for the year (A) | 438.09 | 119.53 | 161.11 |
| Exceptional items (B) | - | 161.89 | - |
| Adjusted profit for the year | 438.09 | 281.42 | 161.11 |
| (Adjusted PAT) (C = A+B) | |||
| Revenue from operations (D) | 2,447.61 | 2,821.71 | 2,405.11 |
| Adjusted PAT Margin (%) (E=C/D) | 17.90% | 9.97% | 6.70% |
Reconciliation of Return on Capital Employed
The table below reconciles restated profit for the year to Return on Capital Employed.
| Particulars | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 | As at/for the year ended March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Restated profit for the year (A) | 438.09 | 119.53 | 161.11 |
| Total tax expense (B) | 151.20 | 94.69 | (140.71) |
| Finance costs (C) | 30.21 | 84.05 | 84.62 |
| EBIT (D=A+B+C) | 619.50 | 298.27 | 105.02 |
| Total equity (E) | 1,535.00 | 1,140.43 | 1,021.90 |
| Non-current borrowings (F) | 67.29 | 84.56 | 100.63 |
| Current borrowings (G) | 17.35 | 100.90 | 370.69 |
| Intangible assets (H) | 3.09 | 1.48 | 2.91 |
| Capital Employed (I=E+F+G-H) | 1,616.55 | 1,324.41 | 1,490.31 |
| Return on Capital Employed (%) (J=D/I) | 38.32% | 22.52% | 7.05% |
Reconciliation of Adjusted Return on Capital Employed
The table below reconciles restated profit for the year to Adjusted Return on Capital Employed.
| Particulars | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 | As at/for the year ended March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Restated profit for the year (A) | 438.09 | 119.53 | 161.11 |
| Total tax expense (B) | 151.20 | 94.69 | (140.71) |
| Finance costs (C) | 30.21 | 84.05 | 84.62 |
| EBIT (D=A+B+C) | 619.50 | 298.27 | 105.02 |
| Exceptional items (E) | - | 161.89 | - |
| Other income (F) | 69.38 | 58.48 | 16.66 |
| Adjusted EBIT (G = D+E-F) | 550.12 | 401.68 | 88.36 |
| Total equity (H) | 1,535.00 | 1,140.43 | 1,021.90 |
| Non-current borrowings (I) | 67.29 | 84.56 | 100.63 |
| Current borrowings (J) | 17.35 | 100.90 | 370.69 |
| Cash and cash equivalents (K) | 3.18 | 69.11 | 1.00 |
| Particulars | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 | As at/for the year ended March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Bank balances other than cash and cash equivalents (L) | 711.70 | 232.88 | 225.82 |
| Intangible assets (M) | 3.09 | 1.48 | 2.91 |
| Adjusted Capital Employed (N=H+I+J-K-L-M) | 901.67 | 1,022.42 | 1,263.49 |
| Adjusted Return on Capital Employed (%) (O=G/N) | 61.01% | 39.29% | 6.99% |
Reconciliation of Return on Equity
The table below reconciles restated profit for the year to Return on Equity:
| Particulars | As at/for the year ended March 31, 2025 | As at/for the year ended March 31, 2024 | As at/for the year ended March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Restated profit for the year (A) | 438.09 | 119.53 | 161.11 |
| Total equity - at the end of the year (B) | 1,535.00 | 1,140.43 | 1,021.90 |
| Total equity - at the beginning of the year (C) | 1,140.43 | 1,021.90 | 855.74 |
| Average Equity (D=(B+C)/2) | 1,337.72 | 1,081.17 | 938.82 |
| Return on Equity (%) (E=A/D) | 32.75% | 11.06% | 17.16% |
Reconciliation of Net Debt / Total Equity
The table below shows calculation of net debt to total equity.
| Particulars | As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Total equity (A) | 1,535.00 | 1,140.43 | 1,021.90 |
| Current borrowings (B) | 17.35 | 100.90 | 370.69 |
| Non-current borrowings (C) | 67.29 | 84.56 | 100.63 |
| Cash and Cash Equivalents (D) | 3.18 | 69.11 | 1.00 |
| Bank balances other than cash and cash equivalents (E) | 711.70 | 232.88 | 225.82 |
| Net Debt (F=B+C-D-E) | (630.24) | (116.53) | 244.50 |
| Net Debt /Total Equity (times) (G=F/A) | (0.41) | (0.10) | 0.24 |
Note:
Bank balance other than cash and cash equivalents include margin money deposits with a carrying amount of Nil (March 31, 2024: 135.98 million; March 31, 2023: 169.42 million) were subject to a first charge to secure the Companys cash credit loans, which has been surrendered during the year. Additionally, deposits amounting to 461.99 million (March 31, 2024: 33.72 million; March 31, 2023: 56.40 million) were held against bank guarantee and letter of credit facilities, while 249.71 million (March 31, 2024: Nil; March 31, 2023: Nil) were secured against the overdraft facility.
Reconciliation of Debt / Total Equity
The table below shows calculation of debt to total equity.
| Particulars | As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Total equity (A) | 1,535.00 | 1,140.43 | 1,021.90 |
| Non-current borrowings (B) | 67.29 | 84.56 | 100.63 |
| Current borrowings (C) | 17.35 | 100.9 | 370.69 |
| Total Borrowing (D=B+C) | 84.64 | 185.46 | 471.32 |
| Debt / Total Equity (times) (E=D/A) | 0.06 | 0.16 | 0.46 |
Reconciliation of property, plant and equipment - cost to Gross Fixed Asset Turnover Ratio
460
The table below shows the calculation of Gross Fixed Asset Turnover Ratio:
| Particulars | As of / For the Year ended March 31, 2025 | As of / For the Year ended March 31, 2024 | As of / For the Year ended March 31, 2023 |
| ( million, unless otherwise stated) | |||
| Property, plant equipment cost (A) and | 416.05 | 384.77 | 366.57 |
| Revenue from operations (B) | 2,447.61 | 2,821.71 | 2,405.11 |
| Gross Fixed Asset | 5.88 | 7.33 | 6.56 |
| Turnover Ratio (times) (C=B/A) |
Non-GAAP Information on Proforma Basis
Reconciliation of Proforma EBITDA and Proforma EBITDA Margin
The table below reconciles proforma profit for the year to proforma EBITDA and proforma EBITDA Margin:
| Particulars | Fiscal 2025 |
| ( million, unless otherwise stated) | |
| Proforma profit for the year (A) | 575.12 |
| Proforma total tax expense (B) | 180.93 |
| Proforma depreciation and amortisation expense (C) | 36.29 |
| Proforma finance costs (D) | 35.86 |
| Proforma other income (E) | 95.67 |
| Proforma EBITDA (F=A+B+C+D-E) | 732.53 |
| Proforma revenue from operations (G) | 2,785.68 |
| Proforma EBITDA Margin (%) (H=F/G) | 26.30% |
Reconciliation of Proforma PAT Margin
The table below reconciles proforma profit for the year to proforma PAT Margin:
| Particulars | Fiscal 2025 |
| ( million, unless otherwise stated) | |
| Proforma profit for the year (A) | 575.12 |
| Proforma revenue from operations (B) | 2,785.68 |
| Proforma PAT Margin (%) (C=A/B) | 20.65% |
Reconciliation of Proforma Return on Capital Employed
The table below reconciles proforma profit for the year to proforma Return on Capital Employed:
| Particulars | Fiscal 2025 |
| ( million, unless otherwise stated) | |
| Proforma profit for the year (A) | 575.12 |
| Proforma total tax expense (B) | 180.93 |
| Proforma finance costs (C) | 35.86 |
| Proforma EBIT (D=A+B+C) | 791.91 |
| Proforma total equity (E) | 1,758.03 |
| Proforma non-current borrowings (F) | 67.29 |
| Proforma current borrowings (G) | 17.35 |
| Proforma intangible assets (H) | 3.31 |
| Proforma Capital Employed (I=E+F+G-H) | 1,839.36 |
| Proforma Return on Capital Employed (%) (J=D/I) | 43.05% |
Reconciliation of Proforma Adjusted Return on Capital Employed
The table below reconciles proforma profit for the year to Proforma Adjusted Return on Capital Employed:
| Fiscal 2025 | |
| Particulars | ( million, unless otherwise stated) |
| Proforma profit for the year (A) | 575.12 |
| Proforma total tax expense (B) | 180.93 |
| Proforma finance costs (C) | 35.86 |
| Proforma EBIT (D=A+B+C) | 791.91 |
| Proforma other income (E) | 95.67 |
| Proforma Adjusted EBIT (F=D-E) | 696.24 |
| Proforma total equity (G) | 1,758.03 |
| Proforma non-current Borrowings (H) | 67.29 |
| Proforma current Borrowings (I) | 17.35 |
| Proforma cash and cash equivalents (J) | 26.15 |
| Proforma bank balances other than cash and cash equivalents (K) | 752.81 |
| Proforma intangible assets (L) | 3.31 |
| Proforma Capital Employed (M= G+H+I-J-K-L) | 1,060.40 |
| Proforma Adjusted Return on Capital Employed (%) (N=F/M) | 65.66% |
Reconciliation of Proforma Net Debt / Total Equity Ratio
The table below shows calculation of proforma net debt to total equity:
| Fiscal 2025 | |
| Particulars | ( million, unless otherwise |
| stated) | |
| Proforma current borrowings (A) | 17.35 |
| Proforma non-current borrowings (B) | 67.29 |
| Proforma cash and cash equivalents (C) | 26.15 |
| Proforma bank balances other than cash and cash equivalents (D) | 752.81 |
| Proforma Net Debt (E=A+B-C-D) | (694.32) |
| Proforma total equity (F) | 1,758.03 |
| Proforma Net Debt to Total Equity Ratio (times) (G=E/F) | (0.39) |
Results of Operations
The following table sets forth certain information with respect to our results of operations for the years indicated:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| ( million) | Percentage of Total Income | ( million) | Percentage of Total Income | ( million) | Percentage of Total Income | |
| Revenue from | 2,447.61 | 97.24% | 2,821.71 | 97.97% | 2,405.11 | 99.31% |
| operations | ||||||
| Other income | 69.38 | 2.76% | 58.48 | 2.03% | 16.66 | 0.69% |
| Total income | 2,516.99 | 100.00% | 2,880.19 | 100.00% | 2,421.77 | 100.00% |
| Expenses | ||||||
| Cost of raw | 1,181.21 | 46.93% | 1,469.94 | 51.04% | 1,481.44 | 61.17% |
| materials and | ||||||
| components | ||||||
| consumed | ||||||
| Employee benefits | 259.69 | 10.32% | 253.95 | 8.82% | 256.33 | 10.58% |
| expense | ||||||
| Finance costs | 30.21 | 1.20% | 84.05 | 2.92% | 84.62 | 3.49% |
| Depreciation and | 30.74 | 1.22% | 30.17 | 1.05% | 30.19 | 1.25% |
| amortisation | ||||||
| expense | ||||||
| Other expenses | 425.85 | 16.92% | 665.97 | 23.12% | 548.79 | 22.66% |
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| ( million) | Percentage of | ( million) | Percentage of | ( million) | Percentage | |
| Total Income | Total Income | of Total | ||||
| Income | ||||||
| Total expenses | 1,927.70 | 76.59% | 2,504.08 | 86.94% | 2,401.37 | 99.16% |
| Restated profit | 589.29 | 23.41% | 376.11 | 13.06% | 20.40 | 0.84% |
| before | ||||||
| exceptional items | ||||||
| and tax | ||||||
| Exceptional items | - | 161.89 | 5.62% | - | - | |
| Restated profit | 589.29 | 23.41% | 214.22 | 7.44% | 20.40 | 0.84% |
| before tax | ||||||
| Tax expenses: | ||||||
| (i) Current tax | 46.59 | 1.85% | - | - | - | - |
| (ii) Adjustment of | (0.47) | (0.02)% | (4.30) | (0.15)% | 5.32 | 0.22% |
| tax relating to | ||||||
| earlier periods | ||||||
| (iii) Deferred tax | 105.08 | 4.17% | 98.99 | 3.44% | (146.03) | (6.03)% |
| Total tax expense | 151.20 | 6.01% | 94.69 | 3.29% | (140.71) | (5.81)% |
| Restated profit | 438.09 | 17.41% | 119.53 | 4.15% | 161.11 | 6.65% |
| for the year | ||||||
Fiscal 2025 compared to Fiscal 2024
Total Income
Total income decreased by 12.61% from 2,880.19 million in Fiscal 2024 to 2,516.99 million in Fiscal 2025. This was primarily attributable to decrease in revenue from operations.
Revenue from operations
Revenue from operations decreased by 13.26% from 2,821.71 million in Fiscal 2024 to 2,447.61 million in Fiscal 2025, primarily due to decrease in contract revenue construction contracts from 2,775.38 million in Fiscal 2024 to 2,394.57 million in Fiscal 2025 and a decrease in scrap sales from 31.16 million in Fiscal 2024 to 17.20 million in Fiscal 2025. The decrease is primarily due to reduced demand in the international markets arising from global geopolitical tensions and reduced domestic sales due to utilization of our capacity for our international projects. Further, we reserved part of our capacity to cater to anticipated export orders. However, due to U.S. general elections and the resulting uncertainty around U.S. trade policies, clients deferred certain orders, which led to lower capacity utilization in Fiscal 2025. These deferred orders from Fiscal 2025 have now been released and are currently in the process of being executed.
Other income
Other income increased by 18.64% from 58.48 million in Fiscal 2024 to 69.38 million in Fiscal 2025, primarily due to increase in bad debts earlier written off now written back from 0.10 million in Fiscal 2024 to 13.89 million in Fiscal 2025 and increase in interest income on fixed deposits from 16.28 million in Fiscal 2024 to 32.83 million in Fiscal 2025.
Expenses
Cost of raw materials and components consumed
Cost of raw materials and components consumed decreased by 19.64% from 1,469.94 million in Fiscal 2024 to
1,181.21 million in Fiscal 2025, primarily due to decrease in contract revenue construction contracts. The prices of our key raw materials such as aluminum extrusions, silicone, fasteners and performance glass decreased in Fiscal 2025 as compared to Fiscal 2024.
Employee benefits expense
Employee benefits expense increased by 2.26% from 253.95 million in Fiscal 2024 to 259.69 million in Fiscal 2025, primarily due to increase in salaries, wages and bonus from 227.92 million in Fiscal 2024 to 233.52 million in Fiscal 2025 primarily due to increase in number of employees and inflationary increment in salaries, increase in gratuity expense from 6.19 million in Fiscal 2024 to 6.45 million in Fiscal 2025 and increase in contribution to provident and other funds from 7.41 million in Fiscal 2024 to 7.50 million in Fiscal 2025.
Finance cost
Finance cost decreased by 64.06% from 84.05 million in Fiscal 2024 to 30.21 million in Fiscal 2025, primarily due to decrease in (i) interest cash credit from 48.10 million in Fiscal 2024 to 2.32 million in Fiscal 2025; (ii) interest term loan from 11.97 million in Fiscal 2024 to 8.67 million in Fiscal 2025, decrease in unwinding interest dividend liability from 1.44 million in Fiscal 2024 to 0.23 million in Fiscal 2025 and decrease in bank and other financial charges from 7.90 million in Fiscal 2024 to 4.88 million in Fiscal 2025. The decrease is primarily due to repayment of debt by our Company.
Depreciation and amortization expense
Depreciation and amortization expense increased by 1.89% from 30.17 million in Fiscal 2024 to 30.74 million in Fiscal 2025, primarily due to increase in depreciation on property, plant and equipment from 25.42 million in Fiscal 2024 to 27.74 million in Fiscal 2025. This was slightly offset by a decrease in depreciation on investment properties from 1.60 million in Fiscal 2024 to 0.85 million in Fiscal 2025 and decrease in amortisation of intangible assets from 2.07 million in Fiscal 2024 to 1.07 million in Fiscal 2025.
Other expenses
Our other expenses decreased by 36.06% from 665.97 million in Fiscal 2024 to 425.85 million in Fiscal 2025, primarily due to:
decrease in sub-contracting charges from 376.38 million in Fiscal 2024 to 247.37 million in Fiscal 2025; decrease in allowance for expected credit loss from 67.26 million in Fiscal 2024 to 8.99 million in Fiscal
2025;
decrease in scaffolding and other hire charges from 34.08 million in Fiscal 2024 to 23.26 million in Fiscal
2025; and
decrease in freight and forwarding charges from 63.01 million in Fiscal 2024 to 47.21 million in Fiscal
2025.
This decrease is primarily attributable to a decrease in our contract revenue under our domestic fa?ade solutions vertical.
Restated profit before exceptional items and tax
For the reasons discussed above, restated profit before exceptional items and tax was 376.11 million in Fiscal 2024 and 589.29 million in Fiscal 2025.
Exceptional items
During Fiscal 2024, we had exceptional items amounting to 161.89 million on account of advance for property includes property with a carrying amount of 160.67 million against which insolvency petition was filed against the developer of the proposed property which has been admitted by NCLT in February 2024. In pursuance of the same, our management has fully provided advance of 161.89 million given for properties.
Restated profit before tax
For the reasons discussed above, restated profit before tax was 214.22 million in Fiscal 2024 and 589.29 million in Fiscal 2025.
Tax expenses
Our total tax expense increased by 59.68% from 94.69 million in Fiscal 2024 to 151.20 million in Fiscal 2025, primarily due to increase in current tax for the current period from Nil in Fiscal 2024 to 46.59 million in Fiscal 2025, and increase in deferred tax for the current period from 98.99 million in Fiscal 2024 to 105.08 million in Fiscal
2025.
Restated profit for the year
Our restated profit for the year was 119.53 million in Fiscal 2024 compared to 438.09 million in Fiscal 2025.
PAT Margin
For the reasons stated above, our PAT Margin was 4.24% in Fiscal 2024 compared to 17.90% in Fiscal 2025. For further details, see "- Reconciliation of Non-GAAP Measures - Reconciliation of PAT Margin" on page 458.
EBITDA and EBITDA Margin
For the reasons stated above, our EBITDA was 431.85 million in Fiscal 2024 compared to 580.86 million in Fiscal
2025 and our EBITDA Margin was 15.30% in Fiscal 2024 compared to 23.73% in Fiscal 2025. For further details, see "- Reconciliation of Non-GAAP Measures - Reconciliation of restated profit for the year to EBITDA and EBITDA Margin" on page 458.
Fiscal 2024 compared to Fiscal 2023
Total Income
Total income increased by 18.93% from 2,421.77 million in Fiscal 2023 to 2,880.19 million in Fiscal 2024. This was primarily attributable to an increase in revenue from operations and other income.
Revenue from operations
Revenue from operations increased by 17.32% from 2,405.11 million in Fiscal 2023 to 2,821.71 million in Fiscal 2024, primarily due to increase in contract revenue construction contracts from 2,390.01 million in Fiscal 2023 to 2,775.38 million in Fiscal 2024, increase in duty drawback and rebates received from 3.12 million in Fiscal 2023 to 15.17 million in Fiscal 2024 and increase in scrap sales from 11.98 million in Fiscal 2023 to 31.16 million in
Fiscal 2024.
Other income
Other income increased from 16.66 million in Fiscal 2023 to 58.48 million in Fiscal 2024, primarily due to an increase in the interest income on fixed deposits from 9.01 million in Fiscal 2023 to 16.28 million in Fiscal 2024 and increase in profit on sale of investment property - assets held for sale from Nil in Fiscal 2023 to 26.57 million in Fiscal 2024.
Expenses
Cost of raw materials and components consumed
Cost of raw materials and components consumed decreased by 0.78% from 1,481.44 million in Fiscal 2023 to
1,469.94 million in Fiscal 2024, primarily on account of improved efficiency and process optimization.
Employee benefits expenses
Employee benefits expense decreased by 0.93% from 256.33 million in Fiscal 2023 to 253.95 million in Fiscal 2024, primarily due decrease in salaries, wages and bonus from 230.90 million in Fiscal 2023 to 227.92 million in Fiscal 2024 primarily due to reduction in our workforce.
Finance cost
Finance cost decreased by 0.67% from 84.62 million in Fiscal 2023 to 84.05 million in Fiscal 2024, primarily due to decrease in interest on (i) cash credit from 50.76 million in Fiscal 2023 to 48.10 million in Fiscal 2024; and (ii) term loan from 15.63 million in Fiscal 2023 to 11.97 million in Fiscal 2024. This was slightly offset by an increase in interest on others from 3.47 million in Fiscal 2023 to 11.86 million in Fiscal 2024. The decrease in finance cost is primarily attributable to repayment of debt.
Depreciation and amortisation expense
Depreciation and amortization expense marginally decreased by 0.07% from 30.19 million in Fiscal 2023 to 30.17 million in Fiscal 2024, primarily due to a marginal increase in depreciation on property, plant and equipment from 24.37 million in Fiscal 2023 to 25.42 million in Fiscal 2024, marginal decrease in depreciation on investment properties from 2.07 million in Fiscal 2023 to 1.60 million in Fiscal 2024 and a marginal decrease in amortisation of intangible assets from 2.67 million in Fiscal 2023 to 2.07 million in Fiscal 2024.
Other expenses
Our other expenses increased by 21.35% from 548.79 million in Fiscal 2023 to 665.97 million in Fiscal 2024, primarily due to decrease in loss on commodity trading from 4.79 million in Fiscal 2023 to Nil in Fiscal 2024, increase in sub-contracting charges from 346.41 million in Fiscal 2023 to 376.38 million in Fiscal 2024 and increase in legal and professional fees from 18.88 million in Fiscal 2023 to 31.84 million in Fiscal 2024.
Restated profit before exceptional items and tax
For the reasons discussed above, restated profit before exceptional items and tax was 20.40 million in Fiscal 2023 as compared to 376.11 million in Fiscal 2024.
Exceptional items
During Fiscal 2024, we had exceptional items amounting to 161.89 million on account of advance for property including property with a carrying amount of 160.67 million against which insolvency petition was filed against the developer of the proposed property which has been admitted by NCLT in February 2024. In pursuance of the same, our management has fully provided advance of 161.89 million given for properties.
Restated profit before tax
For the reasons discussed above, restated profit before tax was 20.40 million in Fiscal 2023 and 214.22 million in
Fiscal 2024.
Tax expenses
Our total tax expense increased by 167.29% from (140.71) million in Fiscal 2023 to 94.69 million in Fiscal 2024. During Fiscal 2023, our deferred tax for the current period was (146.03) million. During Fiscal 2024, our deferred tax for the current period was 98.99 million.
Restated profit for the year
Our restated profit for the year was 161.11 million in Fiscal 2023 compared to 119.53 million in Fiscal 2024.
PAT Margin
For the reasons stated above, our PAT Margin was 6.70% in Fiscal 2023 compared to 4.24% in Fiscal 2024. For further details, see "- Reconciliation of Non-GAAP Measures - Reconciliation of PAT Margin" on page 458.
EBITDA and EBITDA Margin
For the reasons stated above, our EBITDA was 118.55 million in Fiscal 2023 compared to 431.85 million in Fiscal 2024 and our EBITDA Margin was 4.93% in Fiscal 2023 compared to 15.30% in Fiscal 2024. For further details, see
"- Reconciliation of Non-GAAP Measures - Reconciliation of restated profit for the year to EBITDA and EBITDA Margin" on page 458.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our working capital requirements. Further, we believe that after taking into account the expected cash to be generated from our business and operations, the Net Proceeds from the Fresh Issue and the proceeds from our existing bank loans, and new loans for any new expansion or capital expenditure we will have sufficient capital to meet our anticipated capital requirements for our working capital and capital expenditure requirements.
Cash Flows
The following table sets forth our cash flows and cash and cash equivalents for the years indicated:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| ( million) | |||
| Net cash flow generated from operating activities (A) | 671.67 | 341.28 | 188.13 |
| Net cash flow (used in)/generated from investing activities (B) | (551.05) | 106.29 | 31.09 |
| Net cash flow (used in) financing activities (C) | (186.55) | (379.46) | (220.02) |
| Net (decrease) / increase in cash and cash equivalents (A+B+C) | (65.93) | 68.11 | (0.80) |
| Cash and cash equivalents at the beginning of the year | 69.11 | 1.00 | 1.80 |
| Cash and cash equivalents at the end of the year | 3.18 | 69.11 | 1.00 |
Operating Activities
Fiscal 2025
Net cash flow generated from operating activities was 671.67 million in Fiscal 2025. In Fiscal 2025, our restated profit before tax was 589.29 million. Primary adjustments consisted of depreciation and amortisation expense of 30.74 million and finance cost of 30.21 million. This was primarily offset by interest income of 32.83 million.
Operating profit before working capital changes was 600.33 million in Fiscal 2025. The main working capital movements in Fiscal 2025 comprised of decrease in trade receivables of 150.17 million, increase in inventories of of 108.41 million and decrease in other assets of of 75.06 million.
Fiscal 2024
Net cash flow generated from operating activities was 341.28 million in Fiscal 2024. In Fiscal 2024, our restated profit before tax was 214.22 million. Primary adjustments consisted of impairment of advance for property of 161.89 million, finance cost of 84.05 million, and allowance for expected credit loss of 67.26 million. This was partially offset by interest income classified as investing cash flows of 16.28 million, and profit on sale of investment properties (net) of 26.57 million.
Operating profit before working capital changes was 531.23 million in Fiscal 2024. The main working capital movements in Fiscal 2024 comprised of decrease in other liabilities of 115.66 million, decrease in other assets of 142.56 million and decrease in trade payables of 111.12 million.
Fiscal 2023
Net cash flow generated from operating activities was 188.13 million in Fiscal 2023. In Fiscal 2023, our restated profit before tax was 20.40 million. Primary adjustments consisted of finance cost of of 84.62 million, unrealised exchange difference (net) of 20.18 million and depreciation and amortisation expense of 30.19 million. This was partially offset by allowance for unbilled revenue of 27.24 million.
Operating profit before working capital changes was 120.09 million in Fiscal 2023. The main working capital movements in Fiscal 2023 comprised increase in other liabilities of 268.70 million and increase in trade receivables of 190.69 million.
Investing Activities
Fiscal 2025
Net cash flow used in investing activities was 551.05 million in Fiscal 2025 primarily due to investment in margin money deposits of 937.49 million, and acquisition of property, plant and equipment, including capital work-in-progress and capital advance given (net) of 91.32 million, and this was partially offset by proceeds from maturity of margin money deposits of 452.21 million.
Fiscal 2024
Net cash flow generated from investing activities was 106.29 million in Fiscal 2024 primarily due proceeds from maturity of margin money deposits of 164.85 million and proceeds from sale of investment properties including advance received against sale of properties of 124.75 million , which was partially offset by investment in margin money deposits of 172.00 million and acquisition of property, plant & equipment, including capital work-in-progress and capital advance given (net) of 27.29 million.
Fiscal 2023
Net cash flow used in investing activities was 31.09 million in Fiscal 2023 primarily due to proceeds from maturity of margin money deposits of 238.43 million and proceeds from sale of asset held for sale including advance received against sale of building of 108.00 million, which was partially offset by investment in margin money deposits of 215.92 million and acquisition of investment properties including advance given for properties of 83.93 million.
Financing Activities
Fiscal 2025
Net cash flow used in financing activities was 186.55 million in Fiscal 2025 primarily due to repayment of current borrowings of 85.03 million, buyback of equity shares of 42.55 million and interest paid of 30.05 million.
Fiscal 2024
Net cash flow used in financing activities was 379.46 million in Fiscal 2024 primarily due to repayment of current borrowings of 274.58 million and interest paid of 83.22 million.
Fiscal 2023
Net cash flow used in financing activities was 220.02 million in Fiscal 2023 primarily due to repayment of current borrowings of 126.51 million and interest paid of 82.51 million.
Indebtedness
As of March 31, 2025, our total borrowings amounted to 84.64 million.
The table below summarises the maturity profile of our financial liabilities as at March 31, 2025:
| Particulars | Payment due by period | ||||
| Less than 3 months | 3 to 12 months | 1-5 years | More than 5 years | Total | |
| ( million) | |||||
| Total borrowings | 4.72 | 13.11 | 66.81 | - | 84.64 |
| Other financial | 34.82 | - | 1.14 | - | 35.96 |
| liabilities | |||||
| Trade payables | 371.90 | - | - | - | 371.90 |
Note:
Total Borrowings is the sum of current borrowings and non-current borrowings.
Contingent Liabilities
As of March 31, 2025, our contingent liabilities as per Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets are as below:
| Particulars | Amount as of March 31, 2025 |
| ( million) | |
| Claim against the Company not acknowledged as debts | |
| Maharashtra VAT demand | 312.13 |
| Other VAT and CST matters | 19.93 |
| Income tax matters | 2.01 |
| GST matters | 1.00 |
Above amounts also include interest and penalty as mentioned in respective year wise demand orders. Notes:
(i) The Joint Commissioner (Appeals) adjudicated the Maharashtra VAT (MVAT) assessment for the financial years 2005-06 to 2017-18 and Central Sales Tax (CST) assessment for the financial years 2014-15 and 2015-16 against which the Company has filed appeals with the Maharashtra Sales Tax Tribunal (MSTT). Subsequent to the year-end, MSTT passed an order dated July 9, 2025 quashing the demand and asked relevant authorities to recompute demand based on its order. The Company is awaiting further communication from authorities in this regard.
(ii) The total outstanding demand of 2.01 million pertains to the assessment year 2018-19 and was raised by the Assessing Officer through an order dated September 21, 2021. An appeal against this order has been filed with the Commissioner of Income Tax ("CIT"). Based on interpretations of the relevant provisions of the Income Tax Act, 1961, the Company has received legal advice indicating that the demand is likely to be either deleted or substantially reduced. Accordingly, no provision has been considered necessary.
(iii) On August 31, 2024, the Company received a demand order amounting to 1.00 million under Section 73(9) of the UPGST Act, 2017 for financial year 2019-20. The Company has filed an appeal against the said demand with the Joint Commissioner of State Tax (Appeals), Uttar Pradesh. Based on legal advice received, the management believes that the demand is likely to be either set aside or substantially reduced. Accordingly, no provision has been considered necessary.
Commitments
The following table below sets forth our commitments as of March 31, 2025:
| Particulars | As of March 31, 2025 |
| ( million) | |
| Estimated amount of contracts remaining to be executed on capital account (net of advances) on: | |
| - investment property | 52.25 |
| - property, plant and equipment | 63.89 |
Capital Expenditure
Below are the total additions to the property, plant and equipment and additions during the year to capital work-in-progress during Fiscals 2025, 2024 and 2023:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| ( million) | |||
| Total addition to property, plant and equipment (A) | 32.55 | 18.28 | 26.38 |
| Addition during the year to capital work-in-progress (B) | 79.28 | - | - |
| Capital expenditure (C=A+B) | 111.83 | 18.28 | 26.38 |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include job work/sub-contract services and other services received, managerial remuneration and dividend paid.
For further information on our related party transactions, see "Summary of the Offer Document Summary of Related
Party Transactions" and "Other Financial Information - Related Party Transactions" on pages 33 and 437, respectively.
Auditors Observations
Our Statutory Auditors have not included any qualifications, reservations or adverse remarks in the Restated Financial Information.
For details on emphasis of matters which were included in the auditors reports on special purpose consolidated financial statements for the years ended March 31, 2024 and March 31, 2023 and Indian GAAP statutory financial statements for the year ended March 31, 2025 which were disclosed by our Statutory Auditors in their examination report on our Restated Financial Information, see "Risk Factors - Our Statutory Auditors examination report on our Restated Financial Information disclose certain emphasis of matters and modifications which were included in the auditors reports on audited financial statements for year ended March 31, 2025 and special purpose financial statements for years ended March 31, 2024 and March 31, 2023."
Further, for details in relation to certain remarks included by our Statutory Auditors in the annexure to their audit report on the Companies (Auditors Report) Order, 2020 on our financial statements, for the year ended March 31, 2025 and certain comments included by our Statutory Auditors in their audit report on our financial statements for the year ended March 31, 2025 and March 31, 2024, see "Risk Factors Our Statutory Auditor has included certain qualifications and certain modifications in the annexure to their audit report on the Companies (Auditors Report)
Order, 2020 on the statutory financial statements for the years ended March 31, 2024 and March 31, 2023 and any such modification or qualification in the auditors report on our statutory financial statements in the future may adversely affect our business, results of operations, financial conditions and cash flows."
Quantitative and Qualitative Disclosures about Market Risk
The risk management policies of our Company are established to identify and analyse the risks faced by our Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities. Our management has overall responsibility for the establishment and oversight of our risk management framework. In performing our operating, investing and financing activities, our Company is exposed to the credit risk, liquidity risk and market risk.
Foreign exchange rate and interest rate risk
Our Company regularly reviews its foreign currency and interest rate related exposures. Our Company monitors the potential risk arising out of the market factors like exchange rates, interest rates, etc. on a regular basis. For on-balance sheet exposures, our Company monitors the risks on net unhedged exposures.
Foreign exchange rate risk
Our Company has started to concentrate on international market and earned some of the projects in USA and Australia. We have sales, purchases, and other transactions in foreign currency. Consequently, we are exposed to foreign exchange risk. We evaluated exchange rate exposure arising from foreign currency transactions and decided not to hedge its foreign rate exposure during the year and in previous year and at the year end and in previous year end since the unhedged exposure were not significant.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to changes in interest rates relates primarily to our outstanding floating rate borrowings.
Liquidity risk
Liquidity risk is the risk that our Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. Our objective is to maintain optimum levels of liquidity at all times to meet our cash and collateral requirements. We closely monitor our liquidity position and deploy a robust cash management system. We maintain adequate sources of financing including cash credit facility from banks at an optimised cost.
Credit risk
Trade receivables and retention
Our customer profile includes large private corporates and reputed developers. Accordingly, our customer credit risk is low. Our average project execution cycle is around 12 to 18 months. General payment terms include mobilisation advance, monthly progress payments with a credit period ranging from 0 to 60 days and certain retention money to be released at the end of the project. In some cases, retentions are substituted with bank guarantees. We have a detailed review mechanism of overdue customer receivables at various levels within the organisation to ensure proper attention and focus for realisation.
Financial assets other than trade receivables
Financial assets other than trade receivables comprise of cash and cash equivalents, Bank balances other than cash and cash equivalents, loan to employees, investments and other financial assets. We monitor the credit exposure on these financial assets on a case-to-case basis. Based on our historical experience, the credit risk on other financial assets is low.
Unusual or Infrequent Events or Transactions
Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
Significant Economic Changes that Materially Affect or are Likely to Affect Income from Continuing Operations
There are no significant changes that materially affect or are likely to affect income from continuing operations, except as described in " Significant Factors Affecting our Results of Operations and Financial Condition", in "Risk Factors",
" Our Business" on pages 439, 38 and 212, respectively.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in " Significant Factors Affecting our Results of Operations and Financial Condition" and the uncertainties described in "Risk Factors" on pages 439 and 38, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
Future Relationship Between Cost and Income
Other than as described in "Risk Factors", "Our Business" on pages 38 and 212, and this section respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.
Competitive Conditions
We operate in a competitive environment. See "Our Business", "Industry Overview" and "Risk Factors" on pages 212, 156 and 38, respectively, for further details on competitive conditions that we face.
Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume, Introduction of New Products or Services or Increased Sales Price
Changes in revenue in the last three Fiscals are as described in "-Fiscal 2025 compared to Fiscal 2024" and "-Fiscal 2024 compared to Fiscal 2023" above on pages 463 and 465, respectively.
Significant Dependence on Single or Few Customers
We depend on a limited number of suppliers or customers for a significant part of our revenues and operations. See,
"Risk Factors - Our business is dependent on certain key customers, and our top 10 customers contributed 84.29%, 93.79% and 91.97% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The loss of one or more of these customers could have an adverse effect on our business prospects, results of operations, financial condition and cash flows." on page 39.
New Products or Business Segments
Except as set out in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new products or business segments.
Seasonality/ Cyclicality of Business
Our operations are not seasonal or cyclical in nature.
Segment Reporting
In accordance with Ind AS 108 Operating segment, our Company used to present the segment information identified on the basis of internal report used by our Company to allocate resources to the segment and assess their performance. The Board of Directors of our Company are collectively the Chief Operating Decision Maker ("CODM") of our Company. Our Company has only one reportable business segment of "Construction Activities". Therefore, there is no other significant classes of operating segment. The CODM monitors the operating results of its segment separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated on the basis on profit and loss.
Significant Developments after March 31, 2025 that may Affect our Future Results of Operations
Except as disclosed below, to our knowledge no circumstances have arisen since March 31, 2025, that could materially and adversely affect or are likely to affect, our operations, trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months:
Acquisition of Yes Systems Private Limited
Pursuant to Share Purchase Agreement dated August 21, 2025, our Company purchased 100% of the equity share capital of Yes Systems Private Limited for a consideration of 1,549.96 million with effect from August 21, 2025.
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